Non-reliance; Investment Risk Sample Clauses

Non-reliance; Investment Risk. The Exchanging Warrantholder acknowledges and agrees that: (i) except as expressly provided for in this Agreement, no representations or warranties have been made to the Exchanging Warrantholder by the Issuer, any manager, member, director, officer, agent, employee or affiliate of the Issuer, or any other person with respect to the Exchanging Warrantholder’s investment in the Exchange Shares; (ii) except for (a) this Agreement, (b) the Warrant Agreement, and (c) the Securityholders’ Agreement (but only if the Exchanging Warrantholder is a party thereto), there are no agreements, contracts, understandings or commitments between the Exchanging Warrantholder on the one hand and the Issuer, any manager, member, director, officer, agent, employee or affiliate of the Issuer on the other hand, with respect to the Exchanging Warrantholder’s investment in the Exchange Shares; (iii) in entering into this transaction, the Exchanging Warrantholder is not relying upon any information, other than that contained in this Agreement, the Warrant Agreement and the results of the Exchanging Warrantholder’s own independent investigation; (iv) the Exchanging Warrantholder’s financial situation is such that the Exchanging Warrantholder can afford to bear the economic risk of holding the Exchange Shares for an indefinite period of time, has adequate means for providing for the Exchanging Warrantholder’s current needs and personal contingencies, and can afford to suffer a complete loss of the Exchanging Warrantholder’s investment in the Exchange Shares; (v) the Exchange Shares are a speculative investment which involves a high degree of risk of loss of the Exchanging Warrantholder’s investment therein; and (vi) the Exchanging Warrantholder’s investment in the Exchange Shares is subject to dilution by the issuance of additional Issuer Shares or other equity securities by the Issuer, and the Exchanging Warrantholder is not entitled to any preemptive, tag-along, information or other minority investor rights with respect to the Exchange Shares, other than as expressly set forth in this Agreement or as otherwise provided under applicable law.
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Related to Non-reliance; Investment Risk

  • Investment Risk Buyer understands that its investment in the securities constitutes high risk investment, its investment in the Securities involves a high degree of risk, including the risk of loss of the Buyer’s entire investment.

  • Investment Decisions The Subadviser shall determine from time to time what investments and securities will be purchased, retained, sold or loaned by the Series, and what portion of such assets will be invested or held uninvested as cash.

  • Independent Investment Decision Such Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.

  • Independent Investment No Purchaser has agreed to act with any other Purchaser for the purpose of acquiring, holding, voting or disposing of the Securities purchased hereunder for purposes of Section 13(d) under the Exchange Act, and each Purchaser is acting independently with respect to its investment in the Securities.

  • Investment Decision The Purchaser understands that nothing in the Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

  • Investment Risks Purchaser understands that purchasing Securities in the Offering will subject Purchaser to certain risks, including, but not limited to, those set forth in the Company SEC Documents as well as each of the following:

  • Investment of Funds NCPS will not commingle Escrow Funds received by it in escrow with funds of others and shall not invest such Escrow Funds. The Escrow Funds will be held in a non-interest bearing account.

  • After-Acquired Securities All of the provisions of this Agreement shall apply to all of the Shares and Common Stock Equivalents now owned or which may be issued or transferred hereafter to a Stockholder in consequence of any additional issuance, purchase, exchange or reclassification of any of such Shares or Common Stock Equivalents, corporate reorganization, or any other form of recapitalization, consolidation, merger, share split or share dividend, or which are acquired by a Stockholder in any other manner.

  • The Investment Adviser The Investment Adviser shall provide the staff and personnel necessary to perform its obligations under this Agreement, shall assume and pay or cause to be paid all expenses incurred in connection with the maintenance of such staff and personnel, and, at its own expense, shall provide the office space, facilities, equipment and necessary personnel which it is obligated to provide under Article I hereof. The Investment Adviser shall pay, or cause affiliates to pay, compensation of all officers of the Fund and all Directors of the Fund who are affiliated persons of the Investment Adviser or any sub-adviser, or an affiliate of the Investment Adviser or any sub-adviser.

  • The Investment 1.1 The Feeder Fund will invest all of its investable assets in the Master Portfolio and, in exchange therefor, the Master Portfolio agrees to issue to the Feeder Fund a beneficial interest in the Master Portfolio equal in value to the net value of the assets of the Feeder Fund conveyed to the Master Portfolio (the "Account"). The Feeder Fund may add to or reduce its investment in the Master Portfolio in the manner described in the Master Portfolio's registration statement on Form N-1A, as it may be amended from time to time (the "Master Portfolio's N-1A"). The Feeder Fund's aggregate interest in the Master Portfolio would then be recomputed in accordance with the method described in the Master Portfolio's N-1A.

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